Financial Adviser to the Offeror. Independent Financial Adviser to the Independent Board Committee SOMERLEY CAPITAL LIMITED

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the Proposal, this Scheme Document or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in Sinotrans Shipping Limited, you should at once hand this Scheme Document and the accompanying forms of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Scheme Document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Scheme Document. This Scheme Document appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. In particular, this Scheme Document does not constitute and is not an offer to sell or an invitation or solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America or elsewhere. Sinotrans Shipping (Holdings) Limited (incorporated under the laws of British Virgin Islands) SINOTRANS SHIPPING LTD. (Incorporated in Hong Kong with limited liability) (Stock Code: 368) PROPOSAL TO PRIVATISE SINOTRANS SHIPPING LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTIONS 670, 671, 673 AND 674 OF THE COMPANIES ORDINANCE AND PROPOSED WITHDRAWAL OF THE LISTING OF SINOTRANS SHIPPING LIMITED Financial Adviser to the Offeror Independent Financial Adviser to the Independent Board Committee SOMERLEY CAPITAL LIMITED Unless the context otherwise requires, capitalised terms used hereunder shall have the same meanings as defined in this Scheme Document. A letter from the Board is set out on pages 10 to 18 of this Scheme Document. The Explanatory Statement is set out on pages 49 to 69 of this Scheme Document. A letter from the Independent Board Committee in relation to the Proposal and the Scheme of Arrangement is set out on pages 19 to 20 of this Scheme Document. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee in relation to the Proposal and the Scheme of Arrangement is set out on pages 21 to 48 of this Scheme Document. The actions to be taken by the Shareholders are set out on pages ii to iv of this Scheme Document. Notices convening the Court Meeting and the EGM to be held at Concord Room, 8/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wan Chai, Hong Kong on Thursday, 13 December 2018 at 2:00 p.m. and 2:30 p.m. respectively (or in the case of the EGM as soon thereafter as the Court Meeting shall have concluded or been adjourned) are set out on pages CM-1 to CM-3 and EGM-1 to EGM-3 of this Scheme Document, respectively. Whether or not you are able to attend the Court Meeting or the EGM or any adjournment thereof in person, if you are an Independent Shareholder, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting, and if you are a Shareholder, you are strongly encouraged to complete and sign the enclosed white form of proxy in respect of the EGM, in accordance with the instructions printed respectively on them and deposit them, together with the power of attorney or other authority (if any), with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong as soon as possible and in any case not later than the respective times stated under the section entitled Actions to be taken set out on pages ii to iv of this Scheme Document. In the case of the pink form of proxy in respect of the Court Meeting, it should be deposited not later than 2:00 p.m. on Tuesday, 11 December 2018 or it may alternatively be handed to the chairman of the Court Meeting at the Court Meeting if it is not so lodged. In order to be valid, the white form of proxy for use at the EGM must be deposited not later than 2:30 p.m. on Tuesday, 11 December The completion and return of a form of proxy for each of the Court Meeting and/or the EGM will not preclude you from attending and voting in person at the Court Meeting or the EGM or any adjournment thereof. In such event, the returned form of proxy shall be deemed to have been revoked. The Scheme Document is issued jointly by the Offeror and the Company. In case of inconsistency, the English language text of this Scheme Document shall prevail over the Chinese language text. 20 November 2018

2 CONTENTS Page Actions to be taken... ii Definitions... 1 Expected timetable... 7 Letter from the Board Letter from the Independent Board Committee Letter from the Independent Financial Adviser Explanatory Statement Appendix I Financial information relating to the Group... I-1 Appendix II General Information... II-1 Scheme of Arrangement... S-1 Notice of Court Meeting... Notice of EGM... CM-1 EGM-1 i

3 ACTIONS TO BE TAKEN ACTIONS TO BE TAKEN BY SHAREHOLDERS For the purpose of determining the entitlements of the Independent Shareholders to attend and vote at the Court Meeting and the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 10 December 2018 to Thursday, 13 December 2018 (both days inclusive) and during such period, no transfer of Shares will be effected. In order to qualify to vote at the Court Meeting and the EGM, all transfers accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong before 4:30 p.m. (Hong Kong time) on Friday, 7 December A pink form of proxy for use at the Court Meeting and a white form of proxy for use at the EGM are enclosed with copies of this Scheme Document sent to the Registered Owners. Subsequent purchasers of Scheme Shares will need to obtain a proxy form from the transferor. Whether or not you are able to attend the Court Meeting or the EGM or any adjournment thereof in person, if you are an Independent Shareholder, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting, and if you are a Shareholder, you are strongly encouraged to complete and sign the enclosed white form of proxy in respect of the EGM, in accordance with the instructions printed respectively on them and deposit them, together with the power of attorney or other authority (if any), with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong as soon as possible and in any case not later than the following respective times. In the case of the pink form of proxy in respect of the Court Meeting, it should be deposited not later than 2:00 p.m. on Tuesday, 11 December 2018 or it may alternatively be handed to the chairman of the Court Meeting at the Court Meeting if it is not so lodged. In order to be valid, the white form of proxy for use at the EGM must be deposited not later than 2:30 p.m. on Tuesday, 11 December The completion and return of a form of proxy for each of the Court Meeting and/or the EGM (as the case may be) will not preclude you from attending and voting in person at the Court Meeting or the EGM or any adjournment thereof. In such event, the returned form of proxy shall be deemed to have been revoked. If you do not appoint a proxy and you do not attend and vote at the Court Meeting or the EGM, you will still be bound by the outcome of such Court Meeting and EGM. You are therefore strongly urged to attend and vote at the Court Meeting and the EGM in person or by proxy. Voting at the Court Meeting and the EGM will be taken by poll as required under the Listing Rules and the Takeovers Code. ii

4 ACTIONS TO BE TAKEN An announcement will be made by the Company in relation to the results of the Court Meeting and the EGM, and if all the resolutions are passed at those meetings, further announcement(s) will be made in relation to the results of the hearing of the petition for the sanction of the Scheme of Arrangement by the High Court, the Effective Date, the date of withdrawal of the listing of the Shares from the Hong Kong Stock Exchange and if the Scheme of Arrangement is withdrawn or lapses. ACTIONS TO BE TAKEN BY BENEFICIAL OWNERS WHOSE SHARES ARE HELD BY A REGISTERED OWNER OR DEPOSITED IN CCASS No person shall be recognised by the Company as holding any Shares on trust. If you are a Beneficial Owner whose Shares are registered in the name of a nominee, trustee, depository or any other authorised custodian or third party, you should contact such Registered Owner to give instructions to and/or to make arrangements with such Registered Owner as to the manner in which the Shares beneficially owned by you should be voted at the Court Meeting and/or the EGM. If you are a Beneficial Owner who wishes to attend the Court Meeting and/or the EGM personally, you should contact the Registered Owner directly to make the appropriate arrangements with the Registered Owner to enable you to attend and vote at the Court Meeting and/or the EGM and for such purpose the Registered Owner may appoint you as its proxy. Alternatively, if you are a Beneficial Owner who wishes to attend the Court Meeting and/or the EGM personally, you may arrange for some or all of your Shares to be transferred into your own name. The appointment of a proxy by the Registered Owner at the relevant Court Meeting and/or the EGM shall be in accordance with all relevant provisions in the articles of association of the Company. In the case of the appointment of a proxy by the Registered Owner, the relevant forms of proxy shall be completed and signed by the Registered Owner and shall be lodged in the manner and before the latest time for lodging the relevant forms of proxy as more particularly set out in this Scheme Document. The completion and return of a form of proxy for the Court Meeting and/or the EGM will not preclude the Registered Owner from attending and voting in person at the Court Meeting or the EGM. In such event, the returned form of proxy will be deemed to have been revoked. If you are a Beneficial Owner whose Shares are deposited in CCASS and registered under the name of HKSCC Nominees Limited, you must, unless you are an Investor Participant, contact your broker, custodian, nominee, or other relevant person who is, or has, in turn, deposited such Shares with another CCASS participant, regarding voting instructions to be given to such persons if you wish to vote at the Court Meeting and/or at the EGM. You should contact your broker, custodian, nominee or other relevant person in advance of iii

5 ACTIONS TO BE TAKEN the deadline in respect of the Court Meeting and the EGM set by them, in order to provide such person with sufficient time to provide HKSCC Nominees Limited with instructions or make arrangements with HKSCC Nominees Limited in relation to the manner in which the Shares of the Beneficial Owner should be voted at the Court Meeting and/or the EGM. HKSCC Nominees Limited may also vote for and against the Scheme in accordance with instructions received from CCASS participants (as defined under the General Rules of CCASS). If you are a Beneficial Owner whose Shares are deposited in CCASS, you may also elect to become a Shareholder of record, and thereby have the right to attend and vote in person at the Court Meeting (if you are an Independent Shareholder) and the EGM (as a Shareholder). You can become a Shareholder of record by withdrawing all or any of your Shares from CCASS and becoming a Registered Owner of such Shares. For withdrawal of Shares from CCASS and registration thereof, you will be required to pay a withdrawal fee to CCASS per board lot withdrawn, a registration fee, stamp duty on each transfer instrument and, if your Shares are held through a financial intermediary, any other relevant fees charged by your financial intermediary. You should contact your broker, custodian, nominee or other relevant person in advance of the latest time for lodging transfers of the Shares into your name so as to qualify to attend and vote at the Court Meeting and the EGM, in order to provide such broker, custodian, nominee or other relevant person with sufficient time to withdraw the Shares from CCASS and register them in your name. EXERCISE YOUR RIGHT TO VOTE IF YOU ARE A SHAREHOLDER OR A BENEFICIAL OWNER, THE COMPANY AND THE OFFEROR STRONGLY ENCOURAGE YOU TO EXERCISE YOUR RIGHT TO VOTE OR GIVE INSTRUCTIONS TO THE RELEVANT REGISTERED OWNER TO VOTE IN PERSON OR BY PROXY AT THE COURT MEETING AND AT THE EGM. IF YOU KEEP ANY SHARES IN A SHARE LENDING PROGRAM, YOU ARE URGED TO RECALL ANY OUTSTANDING SHARES ON LOAN TO AVOID MARKET PARTICIPANTS USING BORROWED STOCK TO VOTE. IF YOU ARE A BENEFICIAL OWNER WHOSE SHARES ARE DEPOSITED IN CCASS, YOU ARE ENCOURAGED TO PROVIDE HKSCC NOMINEES LIMITED WITH INSTRUCTIONS OR MAKE ARRANGEMENTS WITH HKSCC NOMINEES LIMITED IN RELATION TO THE MANNER IN WHICH THOSE SHARES SHOULD BE VOTED AT THE COURT MEETING AND/OR AT THE EGM WITHOUT DELAY AND/OR WITHDRAWN FROM CCASS AND TRANSFERRED INTO YOUR NAME (AS DETAILED IN THE SECTION ACTIONS TO BE TAKEN ACTIONS TO BE TAKEN BY BENEFICIAL OWNERS WHOSE SHARES ARE HELD BY A REGISTERED OWNER OR DEPOSITED IN CCASS ABOVE). IF YOU ARE A REGISTERED OWNER HOLDING SHARES ON BEHALF OF BENEFICIAL OWNERS, YOU SHOULD INFORM THE RELEVANT BENEFICIAL OWNERS ABOUT THE IMPORTANCE OF EXERCISING THEIR VOTE. iv

6 ACTIONS TO BE TAKEN IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSAL, THIS SCHEME DOCUMENT OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT, OR OTHER PROFESSIONAL ADVISERS. v

7 DEFINITIONS In this Scheme Document, the following expressions shall have the meanings respectively set opposite them unless the context requires otherwise: acting in concert Announcement associate(s) has the meaning given to it in the Takeovers Code, and parties acting in concert and concert parties shall be construed accordingly the announcement dated 27 September 2018 jointly issued by the Offeror and the Company in relation to the Proposal has the meaning given to it in the Takeovers Code Authorisations all necessary authorisations, registrations, filings, rulings, consents, permissions, waivers, exemptions and approvals required from the Relevant Authorities or other third parties which are necessary for the Company to carry on its business Beneficial Owner(s) Board Cancellation Consideration beneficial owner(s) of the Shares the board of the Directors the consideration of HK$2.70 in cash for every Scheme Share cancelled pursuant to the Scheme of Arrangement CCASS the Central Clearing and Settlement Systems established and operated by HKSCC Certain Fund Period from the date of the new credit facility made available to the Offeror by Bank of China (Hong Kong) Limited until the earlier of: (i) the full settlement of the total consideration payable by the Offeror in respect of the Proposal; (ii) the date on which the Proposal is withdrawn or lapses in accordance with its terms and the Takeovers Code; and (iii) the date falling twelve (12) months from the date of such facility agreement CIMC China International Marine Containers (Group) Co., Ltd., a joint stock company incorporated in the PRC with limited liability whose shares are listed on the Hong Kong Stock Exchange (stock code: 2039) and an associated company of the Offeror 1

8 DEFINITIONS CMG China Merchants Group Limited, a state wholly-owned enterprise established under the laws of the PRC under the direct control of the State-owned Assets Supervision and Administration Commission of the State Council, which is an indirect controlling shareholder of the Offeror and the Company CM Energy Investment China Merchants Energy Transport Investment Company, a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by China Merchants Energy Shipping Co., Ltd, a company established under the laws of the PRC, whose A shares are listed on the Shanghai Stock Exchange (stock code: ) CO Disinterested Shares Companies Ordinance Company Condition(s) Shares in issue other than those held by: (i) the Offeror (or by a nominee on its behalf); (ii) an associate (as defined in section 667(1)(b) of the Companies Ordinance) of the Offeror, except a person who falls within section 667(1)(b)(iii) of the Companies Ordinance or a person specified in section 674(4) of the Companies Ordinance; or (iii) a person who is a party to an acquisition agreement within the meaning of section 667(5) of the Companies Ordinance with the Offeror (except a person specified in section 674(4) of the Companies Ordinance), or by a nominee on behalf of the person under the acquisition agreement, as described in section 674(3)(a) of the Companies Ordinance Companies Ordinance, Chapter 622 of the Laws of Hong Kong Sinotrans Shipping Limited, a company incorporated in Hong Kong with limited liability whose Shares are listed on the Hong Kong Stock Exchange (stock code: 368) the condition(s) to which the Proposal is subject, as set out on pages 51 to 56 of this Scheme Document Court Meeting a meeting of the Independent Shareholders to be convened at the direction of the High Court, notice of which is set out on pages CM-1 to CM-3 of this Scheme Document, and any adjournment thereof for the purpose of approving the Scheme of Arrangement 2

9 DEFINITIONS Dalian Port Director(s) Effective Date Dalian Port (PDA) Company Limited, a sino-foreign joint stock limited company incorporated in the PRC whose shares are listed on the Hong Kong Stock Exchange (stock code: 2880) and an associated company of the Offeror director(s) of the Company the date on which the Scheme of Arrangement becomes effective EGM an extraordinary general meeting of the Company, notice of which is set out on pages EGM-1 to EGM-3 of this Scheme Document, and any adjournment thereof to be held immediately following the Court Meeting for the purpose of approving, among other matters, the reduction of the share capital of the Company and implementing the Scheme of Arrangement Executive the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director Explanatory Statement Financial Adviser Group High Court HKSCC HKSCC Nominees HK$ the explanatory statement in relation to the Scheme of Arrangement set out on pages 49 to 69 of this Scheme Document issued in compliance with Section 671 of the Companies Ordinance UBS AG (acting through its Hong Kong Branch), a registered institution under the SFO to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance), Type 7 (providing automated trading services) and Type 9 (asset management) regulated activities under the SFO, the financial adviser to the Offeror in relation to the Proposal the Company and its subsidiaries the High Court of Hong Kong Hong Kong Securities Clearing Company Limited HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC Hong Kong dollars, the lawful currency of Hong Kong 3

10 DEFINITIONS holder(s) Hong Kong Hong Kong Stock Exchange Independent Board Committee Independent Financial Adviser Independent Shareholder(s) Investor Participant(s) Last Trading Day Latest Practicable Date Listing Rules New Shares registered holder(s) including any person entitled by transmission to be registered as such and joint holders the Hong Kong Special Administrative Region of the People s Republic of China The Stock Exchange of Hong Kong Limited the independent committee of the Board formed to advise the Independent Shareholders in connection with the Proposal and comprising Mr. Lee Peter Yip Wah, Mr. Zhou Qifang, Mr. Xu Zhengjun and Mr. Wu Tak Lung, being all the independent non-executive Directors Somerley Capital Limited Shareholder(s) other than the Offeror and the Offeror Concert Parties person(s) admitted to participate in CCASS as investor participant(s) 17 September 2018, being the last full day of trading in the Shares on the Hong Kong Stock Exchange immediately prior to the suspension of trading pending publication of the Announcement 16 November 2018, being the latest practicable date prior to the publication and printing of this Scheme Document for ascertaining certain information contained herein the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange new Shares to be issued to the Offeror pursuant to the Scheme of Arrangement and being the same in number as the number of the Scheme Shares Offeror Sinotrans Shipping (Holdings) Limited, a limited liability company incorporated in the British Virgin Islands which is directly wholly-owned by Sinomarine Limited and is ultimately wholly-owned by CMG 4

11 DEFINITIONS Offeror Concert Parties Other CCASS Participant parties acting in concert or presumed to be acting in concert with the Offeror under the definition of acting in concert under the Takeovers Code (except in the capacity of an exempt principal trader or exempt principal fund manager), including Sinotrans Hong Kong, CM Energy Investment, Sinotrans Shipping Inc., Dalian Port and CIMC a broker, custodian, nominee or other relevant person who is, or has deposited Shares with, a CCASS participant Overseas Shareholder(s) Shareholder(s) whose address(es), as shown on the register of members of the Company, is/are outside Hong Kong PRC for the purposes of this Scheme Document, the People s Republic of China excluding Hong Kong, the Macau Special Administrative Region and Taiwan Proposal the proposed privatisation of the Company by the Offeror by way of the Scheme of Arrangement Record Date 11 January 2019, or such other date as shall be announced to the Shareholders, being the record date for the purpose of determining the entitlements of the Scheme Shareholders under the Scheme of Arrangement Registered Owner(s) any person (including without limitation a nominee, trustee, depositary or any other authorised custodian or third party) whose name is entered in the register of members of the Company as a holder of the Shares Registrar of Companies the Registrar of Companies appointed under the Companies Ordinance Relevant Authorities applicable governments or governmental bodies, regulatory bodies, courts of institutions including but not limited to the SFC, the Hong Kong Stock Exchange, the Hong Kong Monetary Authority and the Hong Kong Insurance Authority Scheme Document this scheme document, including each of the letters, statements, appendices and notices in it, as may be amended or supplemented from time to time 5

12 DEFINITIONS Scheme of Arrangement the scheme of arrangement under Sections 670, 671, 673 and 674 of the Companies Ordinance as set out on pages S-1 to S-7 of this Scheme Document, with or subject to any modification thereof or addition thereto or condition approved or imposed by the High Court, for the implementation of the Proposal Scheme Share(s) Scheme Shareholders SFC SFO Share(s) Shareholder(s) Share Registrar Sinomarine Limited Sinotrans Hong Kong Takeovers Code TC Disinterested Shares US$ the Share(s) in issue on the Record Date other than those beneficially owned by the Offeror, Sinotrans Hong Kong, CM Energy Investment and Sinotrans Shipping Inc. registered holders of the Scheme Shares the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong ordinary share(s) in the capital of the Company registered holder(s) of the Share(s) Computershare Hong Kong Investor Services Limited, the Company s share registrar Sinomarine Limited, a company established under the laws of the PRC and is ultimately wholly-owned by CMG Sinotrans (Hong Kong) Holdings Limited, a company incorporated in Hong Kong with limited liability and is ultimately wholly-owned by CMG the Hong Kong Codes on Takeovers and Mergers (as revised from time to time) Shares in issue on the Record Date other than those beneficially owned by the Offeror and the Offeror Concert Parties United States dollars, the lawful currency of the United States of America % per cent. All references in this Scheme Document to times and dates are references to Hong Kong times and dates, except as otherwise specified. 6

13 EXPECTED TIMETABLE Shareholders should note that the timetable, which is mainly dependent on the date of the High Court hearing, is subject to change and is indicative only. Any changes to the timetable will be jointly announced by the Offeror and the Company. Unless otherwise specified, all times and dates refer to Hong Kong local times and dates. Hong Kong time Date of despatch of this Scheme Document... Tuesday, 20 November 2018 Latest time for lodging transfers of the Shares in order to be entitled to attend and vote at the Court Meeting and the EGM... 4:30 p.m. on Friday, 7 December 2018 Closure of register of members for determination of entitlement to attend and vote at the Court Meeting and the EGM (Note 1)... Monday, 10 December 2018 to Thursday, 13 December 2018 (both days inclusive) Latest time for lodging forms of proxy in respect of the Court Meeting (Note 2)... 2:00 p.m. on Tuesday, 11 December 2018 EGM (Note 2)... 2:30 p.m. on Tuesday, 11 December 2018 Court Meeting (Note 2, 3)... 2:00 p.m. on Thursday, 13 December 2018 EGM (Note 2, 3)... 2:30 p.m. on Thursday, 13 December 2018 (or as soon as the Court Meeting has been concluded or adjourned) Announcement of the results of the Court Meeting and the EGM posted on the website of the Hong Kong Stock Exchange... by7:00 p.m. on Thursday, 13 December 2018 Latest time for trading of Shares on the Hong Kong Stock Exchange... 4:10 p.m. on Friday, 14 December 2018 Suspension of trading of the Shares pending withdrawal of listing... 9:00 a.m. on Monday, 17 December 2018 Latest time for lodging transfers of the Shares in order to qualify for entitlements under the Scheme of Arrangement... 4:30 p.m. on Wednesday, 19 December 2018 Register of members of the Company closed for determining entitlements to qualify under the Scheme of Arrangement (Note 4)... From Thursday, 20 December 2018 onwards 7

14 EXPECTED TIMETABLE High Court hearing of the petition for the sanction of the Scheme of Arrangement (Note 5)... 10:00 a.m. on, Thursday, 10 January 2019 Announcement of (1) the result of the High Court hearing, (2) the expected Effective Date and (3) the expected date of withdrawal of the listing of the Shares on the Hong Kong Stock Exchange posted on the website of the Hong Kong Stock Exchange... by7:00 p.m. on Thursday, 10 January 2019 Announcement of, among other things, the Effective Date and the withdrawal of the listing of the Shares on the Hong Kong Stock Exchange posted on the website of the Hong Kong Stock Exchange... by1:00 p.m. on Friday, 11 January 2019 Record Date... Friday, 11 January 2019 Effective Date (Note 5)... Friday, 11 January 2019 Withdrawal of the listing of the Shares on the Hong Kong Stock Exchange becomes effective.. 9:00 a.m. on Monday, 14 January 2019 Cheques for the cash payment under the Proposal to be despatched on or before (Note 6)... Tuesday, 22 January 2019 Notes: (1) The register of members of the Company will be closed during such period for the purpose of determining entitlements of the Independent Shareholders to attend and vote at the Court Meeting and the Shareholders to attend and vote at the EGM. For the avoidance of doubt, this period of closure is not for determining entitlements of Scheme Shareholders under the Scheme of Arrangement. (2) The pink form of proxy in respect of the Court Meeting and the white form of proxy in respect of the EGM should be completed and signed in accordance with the instructions respectively printed thereon and should be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong as soon as possible but in any event by the times and dates stated above. In the case of the pink form of proxy in respect of the Court Meeting, it may alternatively be handed to the chairman of the Court Meeting at the Court Meeting if it is not so lodged. The white form of proxy for the EGM must be lodged no later than the time and date stated above in order for it to be valid. Completion and return of the forms of proxy will not preclude a member from attending and voting in person at the relevant meeting or any adjournment thereof if he so wishes. In such event, the relevant form of proxy shall be deemed to have been revoked. (3) If a tropical cyclone warning signal No.8 or above is or is expected to be hoisted or a black rainstorm warning signal is or is expected to be in force at any time after 12:00 noon on the date of the Court Meeting and the EGM, the Court Meeting and the EGM will be postponed. The Company will post an announcement on the respective websites of Hong Kong Exchanges and Clearing Limited and the Company to notify the members of the date, time and venue of the rescheduled meetings. (4) The register of members of the Company will be closed during such period for the purpose of determining Scheme Shareholders who are qualified for entitlements under the Scheme of Arrangement. 8

15 EXPECTED TIMETABLE (5) The Scheme of Arrangement shall become effective when it is sanctioned (with or without modification) by the High Court and an office copy of the order of the High Court, together with the minute and the return containing the particulars required by Section 230 of the Companies Ordinance, are delivered to and registered by the Registrar of Companies in compliance with the procedural requirements of Section 230 and Section 673 of the Companies Ordinance in relation to the reduction of the issued share capital of the Company and the Scheme of Arrangement, respectively. (6) Cheques for cash entitlements of Scheme Shareholders will be despatched by ordinary post in envelopes addressed to Scheme Shareholders at their respective addresses as appearing in the register of members at the Record Date or, in the case of joint holders, at the address appearing in the register of members at the Record Date of the joint holder whose name then stands first in the register of members in respect of the relevant joint holdings as soon as possible but in any event within 7 business days (as defined in the Takeovers Code) following the Effective Date. Cheques shall be posted at the risk of the addressees and none of the Offeror, the Company, the Financial Adviser, the Independent Financial Adviser and the Share Registrar shall be responsible for any loss or delay in receipt. 9

16 LETTER FROM THE BOARD SINOTRANS SHIPPING LTD. (Incorporated in Hong Kong with limited liability) (Stock Code: 368) Executive Director: Mr. Li Hua Non-executive Directors: Mr. Su Xingang (Chairman) Mr. Liu Weiwu Registered Office: 21st Floor Great Eagle Centre 23 Harbour Road Wanchai Hong Kong Independent non-executive Directors: Mr. Lee Peter Yip Wah Mr. Zhou Qifang Mr. Xu Zhengjun Mr. Wu Tak Lung 20 November 2018 To the Shareholders Dear Sir or Madam, PROPOSAL TO PRIVATISE SINOTRANS SHIPPING LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTIONS 670, 671, 673 AND 674 OF THE COMPANIES ORDINANCE AND PROPOSED WITHDRAWAL OF THE LISTING OF SINOTRANS SHIPPING LIMITED INTRODUCTION It was jointly announced by the Offeror and the Company on 27 September 2018 that on 18 September 2018, the Offeror had requested the Board to put forward to the Scheme Shareholders the Proposal which, if implemented, would result in the withdrawal of the listing of the Shares from the Hong Kong Stock Exchange. As at the Latest Practicable Date, the Offeror is interested in 2,600,000,000 Shares, representing approximately 65.13% of the issued Shares. The Offeror, Sinotrans Hong Kong, CM Energy Investment and Sinotrans Shipping Inc. together are interested in 2,742,639,000 Shares, representing approximately 68.70% of the issued Shares. Dalian Port and CIMC together are interested in 12,531,500 Shares, representing approximately 0.32% of the issued 10

17 LETTER FROM THE BOARD Shares. The proposed privatisation of the Company will be implemented by way of a scheme of arrangement under Sections 670, 671, 673 and 674 of the Companies Ordinance. Upon the Scheme of Arrangement becoming effective, the Scheme Shares will be cancelled and New Shares will be issued as fully paid to the Offeror, and the listing of the Shares will be withdrawn from the Hong Kong Stock Exchange. If the Proposal is approved and implemented: (1) all the Scheme Shares held by the Scheme Shareholders on the Effective Date will be cancelled in exchange for the payment to each Scheme Shareholder of the Cancellation Consideration in cash for each Scheme Share by the Offeror; (2) the issued share capital of the Company will, on the Effective Date, be reduced by cancelling and extinguishing the Scheme Shares. The credit arising in the Company s books of account as a result of the capital reduction will be applied in paying up such number of New Shares as is equal to the number of Scheme Shares cancelled, so allotted and issued, credited as fully paid, to the Offeror. Upon such reduction and the issuance of the New Shares, the issued share capital of the Company will be increased to its former amount by the creation the New Shares; and (3) the expected withdrawal of the listing of the Shares on the Hong Kong Stock Exchange is expected to take place forthwith following the Effective Date. The purpose of this Scheme Document is to provide you with further information regarding the Proposal and, in particular, the Scheme of Arrangement, and to give you notice of the Court Meeting and of the EGM (together with proxy forms in relation thereto). Your attention is also drawn to (i) the letter from the Independent Board Committee set out on pages 19 to 20 of this Scheme Document; (ii) the letter from the Independent Financial Adviser to the Independent Board Committee set out on pages 21 to 48 of this Scheme Document; (iii) the Explanatory Statement set out on pages 49 to 69 of this Scheme Document; and (iv) the terms of the Scheme of Arrangement set out on pages S-1 to S-7 of this Scheme Document. THE PROPOSAL Subject to the conditions described in the section entitled Conditions of the Proposal and the Scheme of Arrangement in the Explanatory Statement on pages 51 to 56 of this Scheme Document being fulfilled or waived (as applicable), the proposed privatisation of the Company will be implemented by way of the Scheme of Arrangement. THE SCHEME OF ARRANGEMENT Subject to the Scheme of Arrangement becoming effective, the Scheme Shareholders will receive from the Offeror as Cancellation Consideration: HK$2.70 in cash... for every Scheme Share cancelled 11

18 LETTER FROM THE BOARD Under the Scheme of Arrangement, the total consideration payable for cancellation of the Scheme Shares will be payable by the Offeror. The Cancellation Consideration will not be revised in the course of the Scheme of Arrangement and the Offeror does not reserve the right to do so. The Cancellation Consideration of HK$2.70 in cash for every Scheme Share cancelled under the Scheme of Arrangement represents: (i) (ii) a premium of approximately 49.2% over the closing price of HK$1.81 per Share as quoted on the Hong Kong Stock Exchange immediately before the suspension of trading in the Shares pending publication of the Announcement; a premium of approximately 50.0% over the closing price of HK$1.80 per Share as quoted on the Hong Kong Stock Exchange on the Last Trading Day; (iii) a premium of approximately 55.2% over the average closing price of approximately HK$1.74 per Share as quoted on the Hong Kong Stock Exchange for the 5 trading days up to and including the Last Trading Day; (iv) a premium of approximately 42.9% over the average closing price of approximately HK$1.89 per Share as quoted on the Hong Kong Stock Exchange for the 30 trading days up to and including the Last Trading Day; (v) a premium of approximately 37.8% over the average closing price of approximately HK$1.96 per Share as quoted on the Hong Kong Stock Exchange for the 60 trading days up to and including the Last Trading Day; (vi) a premium of approximately 32.4% over the average closing price of approximately HK$2.04 per Share as quoted on the Hong Kong Stock Exchange for the 90 trading days up to and including the Last Trading Day; (vii) a premium of approximately 28.0% over the average closing price of approximately HK$2.11 per Share as quoted on the Hong Kong Stock Exchange for the 180 trading days up to and including the Last Trading Day; (viii) a premium of approximately 3.8% over the closing price of HK$2.60 per Share as quoted on the Hong Kong Stock Exchange on the Latest Practicable Date; (ix) a discount of approximately 24.4% to the net asset value per Share attributable to the Shareholders (after deducting minority interests) of approximately HK$3.57 as at 31 December 2017 (according to the audited consolidated financial statements of the Company for the year ended 31 December 2017, and converted based on an exchange rate of US$1:HK$7.85 for illustrative purposes); and 12

19 LETTER FROM THE BOARD (x) a discount of approximately 25.2% to the unaudited net asset value per Share attributable to the Shareholders (after deducting minority interests) of approximately HK$3.61 as at 30 June 2018 (according to the unaudited interim financial statements of the Company for the six months ended 30 June 2018, and converted based on an exchange rate of US$1:HK$7.85 for illustrative purposes). The Cancellation Consideration has been determined after taking into account a number of factors, including but not limited to the prices of the Shares traded on the Hong Kong Stock Exchange, the trading multiples (such as price to earnings ratio and price to book ratio) of comparable companies listed on the Hong Kong Stock Exchange that engaged in the international shipping services business and had a comparable market capitalisation (including Orient Overseas (International) Limited, COSCO Shipping Energy Transportation Co., Ltd., Pacific Basin Shipping Limited and Chu Kong Shipping Enterprises (Group) Company Limited) and with reference to stock liquidity profile, the Company s operational performance and overall industry outlook, as well as comparable precedent privatisation transactions in Hong Kong in recent years. As set out in the section entitled Reasons for and benefits of the Proposal in the Explanatory Statement appearing on pages 59 to 60 of this Scheme Document, the trading liquidity of the Shares has been at a low level over a period of time which has caused, in part, a substantial discount to the historical trading prices (approximately 50.1% discount to the closing price of HK$1.80 on the Last Trading Day, relative to the unaudited net asset value per Share (after deducting minority interests) of approximately HK$3.61 as at 30 June 2018), whereas the Cancellation Consideration only represents a 25.2% discount to the unaudited net asset value per Share (after deducting minority interests) of approximately HK$3.61 as at 30 June Assuming that the Scheme of Arrangement becomes effective on Friday, 11 January 2019, cheques for cash entitlements under the Scheme of Arrangement will be despatched as soon as possible but in any event within 7 business days (as defined in the Takeovers Code) following the Effective Date and accordingly, the cheques are expected to be despatched on or before Tuesday, 22 January All such cheques will be sent at the risk of the person(s) entitled thereto and none of the Offeror, the Company, the Financial Adviser, the Independent Financial Adviser and the Share Registrar will be responsible for any loss or delay in receipt. TOTAL CONSIDERATION AND CONFIRMATION OF FINANCIAL RESOURCES On the basis of the Cancellation Consideration of HK$2.70 per Scheme Share and 1,249,461,000 Scheme Shares in issue as at the Latest Practicable Date, the amount of cash required for the Proposal is approximately HK$3,373.5 million. The Offeror intends to finance the cash required for the Proposal from a new credit facility made available to the Offeror by Bank of China (Hong Kong) Limited for the Certain Fund Period and/or internal financial resources. The Financial Adviser is satisfied that sufficient financial resources are available to the Offeror to implement the Proposal in full in accordance with its terms. 13

20 LETTER FROM THE BOARD CONDITIONS OF THE PROPOSAL AND THE SCHEME OF ARRANGEMENT The Proposal is subject to the satisfaction or waiver, as applicable, of the Conditions as set out in the section entitled Conditions of the Proposal and the Scheme of Arrangement in the Explanatory Statement appearing on pages 51 to 56 of this Scheme Document. In accordance with Rule 31.1 of the Takeovers Code, except with the consent of the Executive, neither the Offeror nor the Offeror Concert Parties in relation to the Proposal, may within 12 months from which the Proposal is withdrawn or lapses, either announce an offer or possible offer for the Company or acquire any voting rights of the Company if the Offeror or the Offeror Concert Parties would thereby become obliged under Rule 26 of the Takeovers Code to make an offer. If approved, the Scheme of Arrangement will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting. Shareholders and potential investors should be aware that the implementation of the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and therefore the Proposal may or may not be implemented and the Scheme of Arrangement may or may not become effective. Shareholders and potential investors are advised to exercise caution when dealing in the Shares or in securities of the Offeror, as appropriate. Persons who are in any doubt as to the action they should take should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser. SHAREHOLDING STRUCTURE OF THE COMPANY As at the Latest Practicable Date, the issued share capital of the Company is 3,992,100,000 Shares. A table setting out the shareholding structure of the Company as at the Latest Practicable Date and immediately upon the Scheme of Arrangement becoming effective and assuming no other new Shares will be issued prior thereto is to be found in the section headed Shareholding Structure of the Company and Effect of the Proposal and the Scheme of Arrangement in the Explanatory Statement on pages 57 to 58 of this Scheme Document. As at the Latest Practicable Date, the Directors are not interested in any Shares. As at the Latest Practicable Date, the Offeror is interested in 2,600,000,000 Shares, representing approximately 65.13% of the issued Shares. The Offeror, Sinotrans Hong Kong, CM Energy Investment and Sinotrans Shipping Inc. together are interested in 2,742,639,000 Shares, representing approximately 68.70% of the issued Shares. The Shares beneficially owned by the Offeror, Sinotrans Hong Kong, CM Energy Investment and Sinotrans Shipping Inc. will not form part of the Scheme Shares and, as such, will not be voted at the Court Meeting and will not be cancelled upon the Scheme of Arrangement becoming effective. Dalian Port and CIMC together are interested in 12,531,500 Shares, representing approximately 0.32% of the issued Shares. The Shares beneficially owned by Dalian Port 14

21 LETTER FROM THE BOARD and CIMC will form part of the Scheme Shares and will be cancelled upon the Scheme of Arrange becoming effective; however, as each of Dalian Port and CIMC is an Offeror Concert Party, the Shares beneficially owned by Dalian Port and CIMC will not be voted at the Court Meeting. As at the Latest Practicable Date, the Scheme Shares comprise 1,249,461,000 Shares, representing approximately 31.30% of the issued Shares. All Shareholders are entitled to vote on the special resolution to be proposed at the EGM to approve and give effect to the reduction of capital and the implementation of the Scheme of Arrangement. The Offeror has indicated that, if the Scheme of Arrangement is approved at the Court Meeting, the Offeror will vote in favour of the special resolution to be proposed at the EGM to approve and give effect to the Scheme of Arrangement, including the approval of the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares and of the issue to the Offeror of such number of New Shares as is equal to the number of the Scheme Shares cancelled. The Offeror Concert Parties will also be entitled to vote on the special resolution to be proposed at the EGM to approve and give effect to the Scheme of Arrangement. The Offeror Concert Parties have indicated that if the Scheme of Arrangement is approved at the Court Meeting, each of them intends to, in respect of each of its own beneficial shareholdings, vote in favour of the special resolution to be proposed at the EGM to approve and give effect to the Scheme of Arrangement. As at the Latest Practicable Date, the Company does not have any outstanding options, warrants, derivatives or securities convertible into Shares in issue. REASONS FOR AND BENEFITS OF THE PROPOSAL AND EFFECTS OF THE SCHEME OF ARRANGEMENT You are urged to read carefully the sections entitled Reasons for and benefits of the Proposal, If the Proposal does not proceed and Effect of the Proposal and the Scheme of Arrangement in the Explanatory Statement appearing on respectively pages 59 to 60, page 60 and pages 58 to 59 of this Scheme Document. FUTURE PLANS FOR THE COMPANY Your attention is drawn to the section entitled Future Plans for the Company in the Explanatory Statement appearing on page 60 of this Scheme Document. FINANCIAL ADVISER TO THE OFFEROR AND INDEPENDENT BOARD COMMITTEE The Offeror has appointed UBS AG (acting through its Hong Kong Branch) as its financial adviser in connection with the Proposal. 15

22 LETTER FROM THE BOARD The Independent Board Committee, comprising Mr. Lee Peter Yip Wah, Mr. Zhou Qifang, Mr. Xu Zhengjun and Mr. Wu Tak Lung, being all independent non-executive Directors, has been formed to advise the Independent Shareholders in connection with the Proposal. Mr. Su Xingang, a non-executive Director and Chairman of the Company, and Mr. Liu Weiwu, a non-executive Director, are the Chairman and a director of China Merchants Energy Shipping Co., Ltd (a fellow subsidiary of the Offeror), respectively. Accordingly, Mr. Su Xingang and Mr. Liu Weiwu are considered to be interested in the Proposal and would not be appointed as a member of the Independent Board Committee pursuant to Rule 2.8 of the Takeovers Code. Save for Mr. Su Xingang and Mr. Liu Weiwu, the Independent Board Committee comprised all non-executive Directors. The full text of the letter from the Independent Board Committee is set out on 19 to 20 of this Scheme Document. INFORMATION ABOUT THE OFFEROR AND THE COMPANY Your attention is drawn to Appendix I entitled Financial Information relating to the Group appearing on pages I-1 to I-4 of this Scheme Document and the section entitled Information on the Company in the Explanatory Statement appearing on page 61 of this Scheme Document. Your attention is also drawn to the section entitled Information on the Offeror and Sinomarine Limited in the Explanatory Statement appearing on page 61 of this Scheme Document. OVERSEAS SHAREHOLDERS Overseas Shareholders are requested to read specifically the section entitled Overseas Shareholders in the Explanatory Statement appearing on pages 63 to 64 of this Scheme Document. COURT MEETING AND EGM For the purpose of exercising your votes at the Court Meeting and the EGM, you are requested to read carefully the sections entitled Court Meeting and EGM in the Explanatory Statement and Actions to be taken appearing on pages 65 to 66 and pages 66 to 68, respectively, of this Scheme Document. The notices of the Court Meeting and of the EGM are to be found on pages CM-1 to CM-3 and EGM-1 to EGM-3 respectively of this Scheme Document. ACTIONS TO BE TAKEN The actions which you are required to take in relation to the Proposal are set out under the section entitled Actions to be taken appearing on pages 66 to 68 of this Scheme Document. 16

23 LETTER FROM THE BOARD RECOMMENDATION The Directors (other than the Independent Board Committee whose view is set out in the letter from the Independent Board Committee on pages 19 to 20 of this Scheme Document) believe the terms of the Proposal and the Scheme of Arrangement are fair and reasonable and in the interests of the Shareholders as a whole. Your attention is drawn to the recommendation of the Independent Financial Adviser to the Independent Board Committee, in respect of the Proposal and the Scheme of Arrangement as set out in the letter from the Independent Financial Adviser on pages 21 to 48 of this Scheme Document. Your attention is also drawn to the recommendation of the Independent Board Committee in respect of the Proposal and the Scheme of Arrangement as set out in the letter from the Independent Board Committee on pages 19 to 20 of this Scheme Document. SHARE CERTIFICATES, DEALINGS, LISTING, REGISTRATION AND PAYMENT Upon the Scheme of Arrangement becoming effective, all Scheme Shares will be cancelled and the share certificates for the Scheme Shares will thereafter cease to have effect as documents or evidence of title. The Company will make an application for the listing of the Shares to be withdrawn from the Hong Kong Stock Exchange in accordance with Rule 6.15(2) of the Listing Rules, with effect from the Effective Date. Subject to the requirements of the Takeovers Code, the Scheme of Arrangement will lapse if any of the conditions described in the section headed Conditions of the Proposal and the Scheme of Arrangement has not been fulfilled or waived, as applicable, on or before 30 June 2019 (or such later date as the Offeror and the Company may agree or (to the extent applicable) as the High Court may direct and as may be permitted under the Takeovers Code). In addition, the Offeror is required to obtain prior written consent from the Financial Adviser if it intends to extend the offer period beyond the Certain Fund Period. The Scheme Shareholders will be notified by way of an announcement of the dates of the last day for dealing in the Shares and on which the Scheme of Arrangement and the withdrawal of the listing of the Shares on the Hong Kong Stock Exchange will become effective. If the Scheme of Arrangement is withdrawn or not approved or sanctioned by the High Court or lapses, the listing of the Shares on the Hong Kong Stock Exchange will not be withdrawn. Your attention is drawn to the sections entitled Withdrawal of the listing of the Shares and the share certificates and Entitlements to and payment of Cancellation Consideration in the Explanatory Statement set out on page 62 and pages 62 to 63, respectively, of this Scheme Document. 17